Investor news

The shareholders are hereby invited to attend the annual shareholders' meeting of the Company which shall take place at the offices of Argo bcvba, at De Keyserlei 5/15, 2018 Antwerp, on Friday 8 May 2015 at 10:00 am, with following agenda and proposed resolutions:

The shareholders are hereby invited to attend the annual shareholders' meeting of the Company which shall take place at the offices of Argo bcvba, at De Keyserlei 5/15, 2018 Antwerp, on Friday 8 May 2015 at 10:00 am, with following agenda and proposed resolutions:

The signed committed lease agreements at year end represent a total of 404,732 m² of lettable area with the weighted average term of the committed leases standing at 7.8 years at the end of December 2014 (7.6 years as at 31 December 2013)

943,000 m² of new development land acquired of which 842,000 m² located in Germany with another 863,000 m² land plots targeted and already partially committed to expand land bank and support development pipeline

Net valuation gain on the investment portfolio reaches € 53.9 million (against € 27.9 million at the end of 2013)

The fair value of the investment property and the investment property under construction (the "property portfolio") as at 31 December 2014 increased with 84.3% to € 416.1 million (compared to € 225.8 million as at 31 December 2013

During the third quarter of 2014 VGP continued to record strong growth in all the markets where the Group is active, with Germany growingexponentially.

Since the beginning of 2014 VGP has expanded its land bank by securing 2.1 million m² of additional new development land of which 1.0 millionm² was already acquired during the year. These new land plots allow VGP to develop a further 450,000 m² of future lettable area.

The development activities and leasing activities are continuing to grow strongly, supported by the strong demand for new lettable space from manufacturing and logistic companies recorded especially in Germany and Estonia. Also in VGP's other markets a sound demand for lettable space is noticed.

106.5% increase of committed annualised rent income to € 10.4 million as at the end of December 2013 (compared to € 5.0 million as at 31 December 2012)

The signed committed lease agreements represent a total of 206,572 m² of lettable area with the weighted average term of the committed leases standing at 7.6 years at the end of December 2013 (9.8 years as at 31 December 2012)

11 projects under construction representing 152,514 m² of future lettable area, with 3 additional projects (32,210 m²) started-up after the end of December 2013

958,000 m² of new development land acquired of which 803,000 m² located in Germany with another 769,000 m² land plots (705,000 m² located in Germany) targeted and already partially committed to expand land bank and support development pipeline

Net valuation gain on the investment portfolio reaches € 27.9 million (against € 12.3 million at the end of 2012)

The fair value of the investment property and the investment property under construction (the "property portfolio") as at 31

December 2013 increased with 122.2% to € 225.8 million (compared to € 101.6 million as at 31 December 2012)

Acquisition of the Czech facility manager SUTA s.ro.

Successful placement of 2 bonds i.e. on 12 July 2013 of 75 million bond

Distribution of a € 7.6 million capital reduction (€ 0,41 per share) to the shareholders on 16 January 2014

The security holders are hereby invited to attend the extraordinary shareholders' meeting of the Company which shall take place at the offices of Argo Advocaten BCVBA at De Keyserlei 5, bus 15, 2018 Antwerp, on Friday 27 September 2013 at 10:00 am, with following agenda and proposed resolutions:

AGENDA AND PROPOSED RESOLUTIONS REGARDING CAPITAL DECREASE

1. Capital decrease

Real decrease of the registered capital of the Company with EUR 7,619,050.50 in order to repay part of the capital to the shareholders in cash, for an equal amount per share, without cancellation of shares.Acknowledgement of the capital decrease. Delegation of powers to the board of directors.

Proposed Resolution: The registered capital of the Company is decreased with EUR 7,619,050.50 and as suchreduced to EUR 112,736,509 without cancellation of shares. The purpose of the capital decrease is to repay part of the capital to the shareholders in cash, in accordance with articles 612 and 613 of the Belgian Companies Code, for an equal amount per share, without cancellation of shares. The capital decrease shall be borne by each share in equal proportion and each share will represent the same share in the registered capital remaining after the capital decrease.In terms of taxation, the capital decrease will be exclusively allocated to the effectively paid-up capital. The board of directors is granted the power to execute the resolution to decrease the registered capital and in particular to determine the procedure, formalities, date of the repayment of the amount of the capital decrease and the other modalities of the distribution in accordance with applicable laws and regulations.

2. Modifications to the articles of association

Proposed resolution: The registered capital in article 5 of the articles of association is amended in accordancewith the resolution regarding the capital decrease.

3. Approval of condition 6.3 of the terms and conditions of the bonds issued by the Company on 12 July 2013 and the rights of the bondholders, as set out in part IV of the prospectus for the public offer of the bonds dated 19 June 2013, and in particular the approval of the change of control clause included therein, in accordance with article 556 of the Belgian Companies Code.

Proposed Resolution: condition 6.3 of the terms and conditions of the bonds issued by the Company on 12 July 2013 and the rights of the bondholders, as set out in Part IV of the prospectus for the public offer of the bonds dated 19 June 2013, holding the possibility for the bondholders to require the Company to redeem the bonds in case of a change of control, are approved, in accordance with article 556 of the Belgian Companies Code. In accordance with the requirements of article 556, second indent, of the Belgian Companies Code, this resolution shall be filed by the acting notary public in accordance with article 75, 3° of the Belgian Companies Code and shall be published as an announcement in the Belgian State Gazette.

Conditions of admission to the extraordinary shareholders' meeting

Shareholders may only participate in the extraordinary shareholders' meeting and exercise their voting rights at this meeting if the following two conditions are satisfied:

(i) Based on the proof submitted in accordance with the registration procedure set out below, the Company must be able to determine that at midnight (24:00) CET on the Record Date, 13 September 2013 (the "Record Date"), you owned the number of shares for which you intend to participate in the extraordinary shareholders' meeting.

(ii) On 21 September 2013 at the latest, you must explicitly confirm to the Company that you intend to participate in the extraordinary shareholders' meeting.

These conditions must be satisfied in accordance with the formalities mentioned below.

1. Holders of registered shares

In accordance with article 536 of the Belgian Companies Code and article 24 of the articles of association, the holders of registered shares are entitled to participate in and to vote at the extraordinary shareholders' meeting, provided that:

their shares are recorded in their name in the register of registered shares at midnight (24:00) (CET) on the Record Date, 13 September 2013 and this irrespective of the number of shares that they own on the date of the extraordinary shareholders' meeting; and

they notify the Company in writing of (i) their intention to participate in the extraordinary shareholders' meeting, and (ii) the number of shares for which they wish to participate in the extraordinary shareholders' meeting, by means of a signed form that must be received by the Company at the Company's registered office at the latest on 21 September 2013; a model of this form is available at the Company's registered office and on the Company's website under the tab "Investors - Shareholders Meetings" (www.vgpparks.eu).

2. Holders of dematerialized shares

In accordance with article 536 of the Belgian Companies Code and article 24 of the articles of association, the holders of dematerialized shares are entitled to participate in and to vote at the extraordinary shareholders' meeting, provided that:

their shares are recorded in their name in the accounts of a recognized account holder or a settlement institution at midnight (24:00) (CET) on the Record Date, 13 September 2013, and this irrespective of the number of shares that they own on the date of the extraordinary shareholders' meeting; and

at the latest on 21 September 2013, they provide the Company (at the Company's registered office) with, or arrange for the Company (at the Company's registered office) to be provided with, a certificate issued by the recognized account holder or the settlement institution certifying the number of dematerialized shares recorded in the shareholder's accounts on the Record Date in respect of which the shareholder has indicated his intention to participate in the extraordinary shareholders' meeting.

Only persons who are a shareholder of the Company on the Record Date (13 September 2013) and who have indicated, on 21 September 2013 at the latest, their intention to participate in the extraordinary shareholders' meeting as set out above will be admitted to the shareholders' meeting. We point out to the shareholders that21 September 2013 is a Saturday and that, as the case may be, they should make the necessary arrangements to fulfil the required formalities before, on 20 September 2013.

The shares are not blocked as a result of the above-mentioned process. As a result, the shareholders are free to dispose of their shares after the Record Date.

We request the participants in the extraordinary shareholders' meeting to present themselves as of 9.30am in order to swiftly facilitate the registration formalities. Right to add agenda items and to submit proposed resolutions

In accordance with Article 533ter of the Belgian Companies Code, one or more shareholders holding jointly at least three percent (3%) of the registered capital of the Company may request items to be added to the agenda of the shareholders' meeting and submit proposed resolutions in relation to existing agenda items or new items to be added to the agenda, provided that:

they prove ownership of such shareholding as at the date of their request and record their shares representing such shareholding on the Record Date (i.e., on 13 September 2013); the shareholding must be proven either by a certificate evidencing the registration of the relevant shares in the register of registered shares of the Company or by a certificate issued by a recognized account holder or a settlement institution certifying the book-entry of the relevant number of dematerialized shares in the name of the relevant shareholder(s);

the additional agenda items and/or proposed resolutions have been submitted in writing by these shareholder(s) to the board of directors at the latest on 5 September 2013.

These additional agenda items and/or proposed resolutions may be delivered to the Company by mail sent to the Company's registered office for the attention of Mr Dirk Stoop or by e-mail sent to dirk.stoop@vgpparks.eu. The Company shall confirm the receipt of the proposed requests, by e-mail or by mail to the address mentioned by the shareholder, within 48 hours as of such receipt.

As the case may be, the Company shall publish the modified agenda of the shareholders' meeting, together with the ad-hoc proxy form, completed with the additional agenda items and/or proposed resolutions on the website of the Company (www.vgpparks.eu) at the latest on 12 September 2013.

The proxy's that were notified to the Company prior to the publication of a completed agenda remain valid for the agenda items for which they were granted. Exception is made for agenda items for which new proposed resolutions have been submitted, in accordance with article 533ter of the Belgian Companies Code: in such case the proxy holder may deviate during the extraordinary shareholders' meeting of the instructions of the hareholder granting the proxy, if the execution of such instructions would prejudice the interests of the shareholder. The proxy holder must inform the shareholder thereof. The proxy must indicate whether the proxy holder is authorised to vote on new agenda items or whether he should abstain from voting.

Right to ask questions

In accordance with Article 540 of the Belgian Companies Code and Article 29 of the articles of association of the Company, all shareholders are entitled, whether during the meeting or in writing before the meeting, to ask questions to the directors with respect to the agenda items.

Questions asked in writing will only be answered if the relevant shareholder has fulfilled the formalities set out above to be admitted to the extraordinary shareholders' meeting and if the written question has been received by the Company at the latest on 21 September 2013.

Written questions may be delivered to the Company by mail sent to the Company's registered office for the attention of Mr Dirk Stoop or by e-mail sent to dirk.stoop@vgpparks.eu.

Proxy

In accordance with article 25 of the articles of association, each shareholder may be represented at the shareholders' meeting by a proxy holder, who does not need to be a shareholder. Except in cases provided for in the law (article 547bis, §1, second indent of the Belgian Companies Code), a shareholder may only appoint one person as proxy holder for a particular shareholders' meeting.

Shareholders who so wish to be represented by proxy, are requested to use the model of proxy form (with voting instructions) that is available at the Company's registered office and on the Company's website underthe tab "Investors - Shareholders Meetings" (www.vgpparks.eu).

Notification of the proxy to the Company must occur in writing, either by mail sent to the Company's registered office for the attention of Mr Dirk Stoop or by e-mail sent to dirk.stoop@vgpparks.eu.

The signed proxy form must in original be received by the Company at the Company's registered office at the latest on 21 September 2013.

Shareholders who wish to be represented by proxy, must have fulfilled the formalities set out above to be admitted to the extraordinary shareholders' meeting (registration- and notification procedure).

Availability of the documents

In accordance with Article 535 of the Belgian Companies Code, the holders of dematerialized securities of the Company can, as of 12 September 2013, upon presentation of a certificate issued by a recognized account holder or a settlement institution certifying the number of dematerialized shares recorded in the name of the securityholder, obtain at the Company's registered office (Greenland – Burgemeester Etienne Demunterlaan 5, bus 4, 1090 Brussels (Jette)), free of charge, a copy of the documents and reports that relate to this meeting or that must be made available to them pursuant to law.

Requests to obtain copies, free of charge, may also be requested in writing or electronically by mail or by e‑mail for the attention of:

All the relevant information with regard to the extraordinary shareholders' meeting, including the prospectus referred to in agenda item 3, as well as the aforementioned proxy forms, are available on the website of theCompany (www.vgpparks.eu) as of 12 September 2013.

> 741,000 m² of new land plots already committed to expand land bank and support the future development pipeline, of which 311,000m² were already bought during the second half of 2011

Completion of the sale of an 80% equity interest in VGP CZ I and VGP CZ II during 2011

Conclusion of a binding agreement with East Capital to sell the newly built logistics property of 40,000 m² located in Tallinn (Estonia) and conclusion of a second agreement with Property Investors Special Opportunities, L.P. (EPISO) for the sale of an 80% equity interest in VGP CZ IV a.s. The aggregated transaction value is in excess of € 30 million

The Board of Directors has decided to convene an Extraordinary Shareholders' Meeting3 to propose a further capital reduction in cash of € 15 million (€ 0.81 per share)

[1] On a net debt basis which is measured as: (Outstanding bank debt + shareholder loans) minus cash[2] VGP CZI and VGP CZ II were de-consolidated during 2011. Therefore for comparative purposes the figures as at 31 December 2010 were amended in order to include VGP CZ I only until16 March 2010 and VGP CZ II until 9 November 2010.[3] The Extraordinary Shareholders' Meeting is planed to be held on the date as the next General meeting of shareholders i.e. 11 May 2012.

Net profit for the period of EUR 28.6 million despite a EUR 10.5 million adverse valuation effect on the historic property portfolio and including a EUR 7.1 million unrealised losses on hedging instruments (as per IAS 39)